Audit AI Terms

On Tue, Oct 24, 2023 at 10:15 AM Eleanor Vance <eleanor.vance@solsticecorp.com> wrote:

Hi Liam,

Could you please take a look at Section 7 and 9 of the attached LuminaCloud MSA? I'm concerned about their data usage terms in light of the new AI mandates from the board. Specifically, I recall a discussion about vendors using our production data to train their models. We need a definitive understanding of where we stand here.

Thanks,
Eleanor

[Attached: LuminaCloud_MSA_v3.2.pdf]

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MASTER SERVICES AGREEMENT

This Master Services Agreement ("Agreement") is entered into on this 1st day of November, 2023 ("Effective Date"), by and between LuminaCloud, Inc., a Delaware corporation, having its principal place of business at 1000 Cloudwalk, Silicon Valley, CA 94000 ("LuminaCloud"), and Solstice Corporation, a Delaware corporation, having its principal place of business at 5000 Summit Drive, Capital City, CA 90000 ("Customer").

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7. DATA RIGHTS AND INTELLECTUAL PROPERTY

7.1 Customer Data. As between the parties, Customer exclusively owns all rights, title, and interest in and to all data, information, and content provided or made available by Customer to LuminaCloud in connection with the Services ("Customer Data"). Customer hereby grants LuminaCloud a worldwide, non-exclusive, royalty-free, fully paid-up license to reproduce, display, perform, distribute, and transmit the Customer Data solely for the purpose of providing the Services and for LuminaCloud's internal business purposes, including but not limited to, improving the Services, developing new products and features, and for training LuminaCloud's proprietary machine learning models and artificial intelligence systems. This license shall survive the termination or expiration of this Agreement.

7.2 Derivative Works. Customer acknowledges and agrees that LuminaCloud may develop, create, produce, or otherwise generate data, models, algorithms, or other intellectual property based on or derived from the Customer Data, aggregated data, or usage patterns through the operation of its Services and AI functionalities (collectively, "Derivative Works"). All right, title, and interest in and to such Derivative Works shall be owned exclusively by LuminaCloud, provided that such Derivative Works do not identify Customer as the source of the underlying data.

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9. CONFIDENTIALITY

9.1 Definition. "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data.

9.2 Permitted Use. The Receiving Party will use the Disclosing Party's Confidential Information solely for performing its obligations or exercising its rights under this Agreement and will not disclose it to any third party except as permitted herein.

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